How to Respond Thoughtfully When Buyers Come Knocking

By Lucas Gielen, RiverPark Partners, November 2025

It often starts with a flattering phone call or email: a private equity firm, family office, or strategic acquirer has been following your business and wants to discuss a potential investment or acquisition. You weren’t looking to sell—but the outreach sounds serious, even exciting.

At RiverPark Partners, we’ve seen this scenario play out time and again. For many founders, receiving an unsolicited offer feels like validation—that the long hours, personal sacrifices, and years of reinvestment have been noticed. But it’s also the moment when emotion, urgency, and uncertainty collide—and where disciplined preparation can make the difference between a fair outcome and a missed opportunity.

An unsolicited offer doesn’t necessarily mean it’s the wrong move—but it should always trigger a careful, informed evaluation. The goal isn’t to react; it’s to assess. And that starts with asking the right questions—fifteen of them, to be exact.

1. Strategic & Personal Vision

What’s your long-term vision—and how does this offer fit into it?

Every owner should begin here. If your vision is to continue growing, expanding into new markets, or grooming a successor, a full sale may cut that journey short. On the other hand, a minority recapitalization or partial sale—retaining some ownership while bringing on a partner—might align better with your goals and your company’s future trajectory.

It’s critical to distinguish between your business vision and your personal vision. Sometimes they align perfectly; other times, the business may be ready for a transition before you are. Knowing where you stand emotionally and strategically sets the foundation for every decision that follows.

How do you define success for yourself and your business?

For some owners, success means maximizing value; for others, it’s ensuring that the team, customers, and brand continue to thrive under new ownership. Many underestimate how emotionally tied they are to their company’s legacy. Before you talk numbers, talk purpose.

Are you emotionally ready to sell?

A transaction isn’t just financial—it’s deeply personal. Selling can affect your employees, your customers, and the culture you’ve built. The process itself is demanding, time-consuming, and often invasive. Buyers will dig deep into financials, operations, and even your personal motivations. Ask yourself: Am I ready for that level of scrutiny and change?

Do you understand the buyer’s vision?

Different buyers bring different motivations. Private equity groups invest with growth targets and defined exit timelines. Family offices often prioritize generational stewardship. Strategic acquirers may look to integrate your products, people, or customers into their own platforms. Understanding what they hope to achieve—and whether that aligns with your goals—is essential to building a true partnership.

2. Financial & Valuation

How does the offer stack up to market benchmarks?

Professional buyers know the market inside and out. Most founders don’t sell businesses every day, so it’s critical to benchmark the offer’s valuation multiple (EBITDA, revenue) against comparable transactions in your industry. Ask where their numbers come from and how credible those assumptions are. If your business has unique attributes—long-term customer relationships, proprietary IP, or strong margins—make sure that value is recognized.

What’s behind the valuation?

Dig into the assumptions. Is the offer based on historical results or forward projections? Does it assume certain synergies, cost savings, or growth that might not materialize? The devil is always in the details—and those details ultimately determine what the deal is truly worth.

What terms come with the price?

Headline valuation is only one part of the equation. Deal structure—earn-outs, rollover equity, escrows, and working capital adjustments—can materially affect your outcome. A slightly lower price with a cleaner structure and fewer contingencies is often worth more than a “high number” loaded with caveats.

What about adjustments and liabilities?

Debt, working capital variances, and unrecorded liabilities can all erode proceeds at closing. It’s not uncommon to see 5–15% swings from initial offers once diligence begins. Understanding how these adjustments work—and preparing clean, defensible data ahead of time—protects you from unpleasant surprises.

Have you validated your numbers?

If your valuation is based on adjusted EBITDA, consider commissioning a Quality of Earnings (QoE) analysis. It’s the same diligence a buyer will perform, but doing it proactively enhances your credibility and strengthens your negotiating position. In fact, a third-party QoE can often increase perceived value by clarifying one-time expenses or confirming the quality of recurring revenue.

3. Negotiation & Due Diligence

Do you understand the risks of exclusivity?

Many buyers—especially private equity firms—will ask for exclusivity early. That can be dangerous if you haven’t yet established firm alignment on price, structure, and terms. Once you’re off the market, leverage shifts to the buyer, making it easier for them to “re-trade” or renegotiate after diligence. Exclusivity is valuable only when mutual understanding has been established. Until then, keep your options open.

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A Real-World Example: Two Offers, One Decision Point

Earlier this year, a founder we advised received two non-binding offers from groups he knew well—longtime industry contacts who had admired his business for years. Both proposals came with strong economics and flattering praise for his leadership.

It was tempting to move forward directly with them. They were familiar faces, trusted relationships, and it all seemed refreshingly straightforward.

But familiarity can also cloud judgment. Both buyers were pricing off incomplete information—without competitive tension or a full view of market dynamics. We encouraged him to take a step back and prepare more deliberately. Together, we refined his company’s story, focused on forward growth levers, and ensured the financials accurately reflected true earnings potential.

We then expanded outreach to a small, curated group of qualified strategic and financial buyers—giving everyone a consistent, data-backed picture of the business.

The results spoke for themselves: stronger competition, improved terms, and meaningfully higher valuations. More importantly, the owner gained something even more valuable—clarity. He learned what the market truly reflected and found a partner whose culture, values, and strategy aligned with his vision for the company’s future.

That process didn’t simply increase valuation—it uncovered understanding. What began as interest became conviction in the right partner to carry it forward.

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What’s the buyer’s track record?

Not all buyers are created equal. Some bring genuine operating expertise and a spirit of partnership; others focus narrowly on financial engineering. Do your diligence. Talk to CEOs they’ve backed or acquired. Ask the questions that reveal character, not just capability: How do they treat management teams after the close? What does “value creation” mean in their world? And do they have the capital—and conviction—to follow through?

Are you talking to the right buyer—or just the first one?

It’s rare that the first offer is the best offer. A confidential, well-run process can reveal alternative partners, improve terms, and provide leverage in negotiations. Even if you ultimately sell to the first bidder, you’ll do so from a position of knowledge and strength.

Could you improve your outcome by running a process?

Many owners later regret selling directly without exploring the broader market. A controlled sale process—guided by an experienced advisor—can uncover better-aligned buyers, higher valuations, and more balanced structures. Our experience shows that even a limited process (three to five bidders) typically yields 20–30% higher valuations and stronger deal protections.

How informed is the offer?

Ask how much diligence the buyer has already completed. Is this a top-of-funnel “expression of interest” or a data-driven proposal? A serious buyer will have done homework—reviewing your industry, peers, and growth profile—before putting numbers on paper. If not, treat it as directional, not definitive.

Bridging the Information Gap: Leveling the Playing Field

By now, most owners realize a key truth: navigating unsolicited buyer interest isn’t intuitive—it’s specialized. Professional acquirers, whether financial or strategic, transact regularly. Most founders sell once. That creates a natural information disadvantage—one that can erode confidence and bargaining power if not addressed.

Bridging that gap begins with the right partners. Experienced, relationship-driven advisors—investment bankers, transactional accountants, and M&A attorneys—can translate complexity into clarity. Their role is to provide context, data, and insight so you can make informed decisions, not rushed ones.

Seek out people who are willing to invest in the relationship first, not those who immediately push engagement letters or fee structures. The best advisors share perspective freely, helping you understand how the market works before any formal commitment.

At RiverPark, we see our job as helping business owners bridge that information gap. We help you interpret market signals, benchmark valuation drivers, and understand what truly shapes a successful outcome. Reliable market data, transparent feedback, and open dialogue are the foundation for leveling the playing field.

RiverPark’s Disciplined Approach to the Right Deal

At RiverPark Partners, we help founders navigate unsolicited approaches with clarity, confidence, and control. The goal isn’t to say “no” to opportunity—it’s to ensure you’re saying “yes” for the right reasons, at the right time, and on the right terms.

If you’ve been approached by a buyer, take a moment before engaging directly. Gather your information, test your assumptions, and ask the questions above. A well-prepared owner can transform an unexpected inquiry into a once-in-a-lifetime outcome.

If you’d like to learn more about what a thoughtful, well-managed sell-side process looks like, we’ve created a Sell-Side Representation & Process Presentation—an educational resource that demystifies the M&A process for business owners in the lower middle market. If you’d like a copy or want to discuss how we work, feel free to reach out to lgielen@riverparkib.com.

About RiverPark Partners

RiverPark Partners is a New York–based boutique investment bank providing M&A advisory, growth capital solutions, and strategic consulting to lower middle-market companies. The firm specializes in selling family-owned businesses and have experience across business services, healthcare, industrials, niche manufacturing, residential services, food & beverage, consumer products, among other industries. With a team of FINRA-licensed investment bankers who bring a unique blend of world-class athletic discipline and financial expertise, RiverPark Partners delivers results-driven solutions that maximize value for its clients.